Assesses the relationship between boards of directors, compensation committees and top management pay, focusing on the role and impact of corporate governance mechanisms and the structure of boards of directors to explain variations in top management pay in the UK. Uses data from the 'Financial Times' top 100 companies to examine the relationship between: top management compensation, non-executive directors and corporate performance; top management compensation, existence of compensation committees and proportion of non-executives on these committees; and the relationship between top management compensation and Chief Executive Officer (CEO) duality. Finds that, in general, boardroom control and vigilance has a limited effect in shaping top management compensation, neither the proportion of outside directors, nor CEO duality being related to management compensation; and companies adopting compensation committees have higher levels of top management pay. Demonstrates that the direct effect of boardroom control variables on the level of management compensation is minimal.